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Pineapple Financial Inc.

For the period ended Nov 30, 2025. Filed Jan 21, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Nov 30, 2025 · Filed Jan 21, 2026

PAPL$0.98+3.1%Stored close · as of Oct 23, 2026

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Notes to the Condensed Interim Consolidated Financial Statements - Unaudited

1. Description of business

Pineapple Financial Incorporation, (“the Company”) was incorporated in 2006, under the Ontario Business Corporations Act. Later the company was registered under Canadian Business Corp. The Company’s head office is located at 200-111 Gordon Baker Road, Toronto, Ontario, M2H 3R1 Canada and its securities are publicly listed on the New York Stock Exchange American (NYSE American) under ticker “PAPL”.

Going Concern

The Company continues to incur significant operating losses and negative operating cash flows, a trend expected to persist in the near term. For the three months period ended November 30, 2025, the Company incurred a net loss of $6,435,085 (November 30, 2024 - $656,894) and reported negative cash flows from operating activities of $498,367 (November 30, 2024 –663,597). As at November 30, 2025, the Company had an accumulated deficit of $19,831,524 (August 30, 2025 – $13,396,439) and a working capital deficit of $13,003,160 (August 31, 2025- $682,096), indicating that current assets are not sufficient to discharge existing liabilities as they become due. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s ability to sustain operations depends on realizing assets and managing obligations as they come due, as well as securing additional financial resources. Subsequent to period end, the Company entered into the Injective Digital Asset Treasury Initiative, pursuant to which the Company received approximately $19.00 million on January 9, 2025. In addition, the Company completed an investment of $11.4 million in Injective tokens, which management anticipates may generate future economic benefits through potential fair-value appreciation.

Management’s plans to address these conditions include:

1.securing the proceeds expected under the Injective initiative,
2.pursuing additional capital and financing arrangements, and
3.implementing further cost-containment and working capital measures.

These plans are discussed further in Note 17, Subsequent Events. There is no assurance that these initiatives will be achieved as planned. Accordingly, substantial doubt remains regarding the Company’s ability to continue as a going concern.

Impact from the global inflationary pressures leading to higher interest rates

During fiscal 2024, global inflationary pressures resulted in central banks, including the Bank of Canada, increasing benchmark interest rates to mitigate inflation. The resulting higher borrowing costs led to a slowdown in real-estate activity, reduced pricing pressures, and lower transaction volumes across the housing market.

In fiscal 2025, the Bank of Canada began to gradually reduce interest rates as inflationary trends moderated and economic conditions softened. While these decreases are expected to improve housing affordability and support market recovery over time, the full impact on the real-estate sector and related businesses remains uncertain as of November 30, 2025.

2. Significant accounting policies

Statement of compliance

These consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles (“US GAAP”).

The consolidated financial statements were authorized for issue by the Board of Directors on January 20, 2026.

Basis of preparation, functional and presentation currency

The condensed interim consolidated financial statements have been prepared in accordance with GAAP applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business on the historical cost basis except for certain financial instruments that are measured at fair value. Historical cost is generally based on the fair value of the consideration given in exchange for assets.

All financial information is presented in US Dollars (“USD”) as the Company’s presentation currency and functional currency is in Canadian Dollars (“CAD”). The interim financial statements are condensed and should be read in conjunction with the Company’s latest annual year-end consolidated financial statements for the year ended August 31, 2025. It is management’s opinion that all adjustments necessary for a fair statement of the results for the interim period has been made, and all adjustments are of a recurring nature or a description of the nature of and any amount of any adjustments other than normal recurring nature has been stated. Sufficient disclosures have been so as to not make the interim financial information misleading. There are no prior-period adjustments in these condensed interim consolidated financial statements.

2. Significant accounting policies(continued from previous page)**

Operating segments

The Company determines its reporting units in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 280, Segment Reporting. The Company evaluates a reporting unit by first identifying its operating segments under ASC 280. The Company operates asone operating segment which is reported in a manner consistent with the internal reporting provided to the chief operating decision-makers. The chief operating decision-makers are responsible for the allocation of resources and assessing the performance of the operating segment and have been identified as the CEO and CFO of the Company.

Adjustment for reverse stock split

In July 2023, the Board of Directors approved a 1-for-3.9 reverse stock split (the “2023 Reverse Split”), which became effective on July 14, 2023.

On July 16, 2025, the Company effected a 1-for-20 reverse stock split of its issued and outstanding common shares. The reverse split did not affect the total shareholders’ equity of the Company or the par value of the common shares. All share, option, warrant and restricted share unit (“RSU”) amounts, as well as all per-share information presented in these unaudited condensed interim consolidated financial statements, have been retroactively adjusted to reflect the reverse stock split for all periods presented.

Basis of consolidation

The consolidated financial statements include the accounts of the Company, and its wholly owned subsidiaries, Pineapple Insurance Inc and Pineapple National Inc. All transactions with the subsidiaries and any intercompany balances, gains or losses have been eliminated upon consolidation. The subsidiaries have a USD presentation currency, and the functional currency is in CAD, and accounting policies have been applied consistently to the subsidiaries.

New Accounting Policies

Crypto Assets

The Company holds crypto assets, which meet the definition of crypto assets under ASC 350-60, Intangibles - Goodwill and Other - Crypto Assets. Crypto assets are fungible digital assets secured by cryptography and recorded on a distributed ledger.

Crypto assets are recognized when the Company obtains control of the assets, which occurs upon settlement and transfer of the assets to an account or wallet under the Company’s control.

Crypto assets are measured at fair value at each reporting date in accordance with ASC 350-60, with changes in fair value recognized in earnings in the period in which they occur.

Fair value is determined in accordance with ASC 820, Fair Value Measurement, using quoted closing prices in active markets accessible to the Company at the measurement date. These quoted prices represent Level 1 inputs within the fair value hierarchy because they are unadjusted, observable prices for identical assets in active markets. The Company uses the principal market, defined as the market with the greatest volume and level of activity for the crypto assets at the measurement date.

Crypto assets are classified as long-term assets in the consolidated balance sheets because management does not expect to utilize or liquidate such assets within twelve months of the balance sheet date. This assessment is based on management’s current holding strategy and is consistent with ASC 210, Balance Sheet, and prevailing SEC practice.

Recently issued and adopted accounting standards:

As an “emerging growth company,” as defined under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), the Company is permitted to delay adoption of new or revised accounting pronouncements applicable to public business entities until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period provided under the JOBS Act. Accordingly, the adoption dates discussed below reflect this election.

2. Significant accounting policies(continued from previous page)**

Recently Adopted Accounting Pronouncements

None.

The Company did not adopt any new accounting standards during the three months ended November 30, 2025 that had a material impact on its consolidated financial statements or disclosures.

Accounting Pronouncements Not Yet Adopted

ASU 2023-09 - Income Taxes (Topic 740): Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09, which enhances income tax disclosure requirements by mandating additional disaggregation in the rate reconciliation, disclosure of income (loss) from continuing operations before income taxes, and disclosure of income tax expense and cash taxes paid by jurisdiction (federal, state, and foreign).

This guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The amendments are required to be applied on a prospective basis, although retrospective application is permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and disclosures.

ASU 2024-01- Compensation-Stock Compensation (Topic 718): Scope Application of Profits Interest and Similar Awards

In March 2024, the FASB issued ASU 2024-01, which clarifies whether profits interest awards and similar instruments are within the scope of ASC Topic 718. The ASU provides illustrative examples to assist in determining whether such awards should be accounted for as equity-classified awards, liability-classified awards, or outside the scope of Topic 718 and instead accounted for under ASC Topic 710.

This guidance is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The amendments should be applied on a prospective basis, although retrospective application is permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and disclosures.

ASU 2025-01- Income Statement—Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date

In January 2025, the FASB issued ASU 2025-01, which clarifies the effective dates related to the expense-disaggregation disclosure requirements previously issued in 2024. The ASU confirms that public business entities are required to present the new disclosures in annual periods beginning after December 15, 2026, and in interim periods beginning after December 15, 2027.

Because this amendment affects only the timing of disclosures, the Company does not expect adoption of this guidance to have a material impact on its consolidated financial statements.

ASU 2025-03 - Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in a Variable-Interest Entity

In June 2025, the FASB issued ASU 2025-03, which clarifies how to determine the accounting acquirer when a business combination is primarily effected through an exchange of equity interests and the legal acquiree is a variable-interest entity (“VIE”) that meets the definition of a business. The guidance requires entities to apply the acquisition-accounting factors in ASC 805-10-55-12 through 55-15, rather than relying solely on the VIE consolidation model.

This guidance is effective for annual periods beginning after December 15, 2026, with early adoption permitted. The amendments should be applied on a prospective basis, although retrospective application is permitted. The Company is currently evaluating the impact of this standard on its consolidated financial statements and disclosures.

3. Significant accounting judgments, estimates and assumptions

The preparation of consolidated financial statements requires the directors and management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, and revenue and expenses. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

The following are the critical estimates and judgments applied by management that most significantly affect the Company’s consolidated financial statements. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

Investments (level 3)

Where the fair values of financial assets and financial liabilities recorded on the consolidated statements of financial position, cannot be derived from active markets, they are determined using a variety of valuation techniques. The inputs to these models are derived from observable market data where possible; where observable market data is not available, Management’s judgment is required to establish fair values.

Expected credit losses (ECL)

The Company applies the expected credit loss model to accounts receivable in accordance with ASC 326. Determining the allowance for expected credit losses requires management judgment in assessing historical collection trends, customer creditworthiness, current economic conditions and forward-looking information. Because these factors may change over time, the allowance involves a degree of estimation uncertainty, and actual credit losses may differ from management’s estimates.

Share based compensation

The Company accounts for share-based compensation in accordance with ASC 718 — Compensation — Stock Compensation. The Company’s share-based awards include stock options and restricted stock units (“RSUs”) granted to directors, officers, and employees.

Stock options

Certain stock options granted in prior fiscal years contain a service-based vesting period of up to 36 months. The fair value of these options is determined on the grant date using the Black-Scholes option-pricing model, which incorporates assumptions regarding share-price volatility, risk-free interest rates, expected dividend yields, and expected option life. Compensation expense for these awards is recognized on a straight-line basis over the vesting period.

During the current fiscal year, the Company granted stock options to directors and employees for services previously rendered. These awards were fully vested at the grant date and therefore did not contain any service or performance vesting conditions. The fair value of these immediately vested options was determined using the Black-Scholes model as of the grant date, and the entire fair value was recognized immediately as share-based compensation expense in the consolidated statements of income and comprehensive loss.

Restricted stock units (RSUs)

RSUs granted during the current fiscal year were also issued in consideration of past services and were fully vested at the date of grant. The fair value of RSUs is based on the market price of the Company’s common shares on the grant date, and the full fair value was recognized as compensation expense immediately upon issuance.

The Company records share-based compensation expense separately. For awards that are fully vested upon grant, no estimates of forfeitures, expected terms, or future service periods are required. For any future awards subject to vesting, compensation expense will be recognized on a straight-line basis over the requisite service period.

Warrant liability

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the consolidated statements of operations and comprehensive loss.

The warrants are not precluded from equity classification and are accounted for as such on the date of issuance and will be on each consolidated balance sheet date thereafter. As the warrants are equity classified, they are initially measured at fair value (or allocated value).

3. Significant accounting judgments, estimates and assumptions(continued from previous page)**

Derivative financial instrument

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815,Derivatives and Hedging (“ASC 815”). For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations and comprehensive loss. For derivative instruments that are classified as equity, the derivative instruments are initially measured at fair value (or allocated value), and subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity.

Going concern

The interim condensed interim consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the settlement of liabilities in the ordinary course of business. The carrying values of the Company’s assets, including property and equipment and intangible assets, and the related depreciation and amortization are based on management’s assessment of their estimated useful lives and recoverability, which assume that the Company will continue as a going concern.

Should the Company be unable to continue as a going concern, the carrying values of non-current assets may not be recoverable, and adjustments could be required to reduce the carrying amounts of such assets, revise their estimated useful lives, or recognize impairment losses, and to reclassify certain assets and liabilities to current. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty, as management has concluded that the going-concern basis of accounting remains appropriate.

4. Investment

The fair value of the Company’s 5% investment in a private company is determined using Level 3 inputs under ASC 820. Management assesses fair value annually using a market-approach valuation technique, considering factors such as the investee’s financial performance, recent arm’s-length transactions, and comparable private-company multiples. For the three months period ended November 30, 2025 and year ended August 31, 2025, no observable changes in these inputs or in the investee’s financial condition were identified; accordingly, management concluded that the fair value remained unchanged. Any translation differences are recorded through earnings.

5. Intangible assets

During the three months period ended November 30, 2025, the Company capitalized development costs related to internally generated software classified as intangible assets.

Intangible assets
Cost
Balance, August 31, 2024$3,168,130
Additions944,187
Translation adjustment(95,104)
Balance, August 31, 2025$4,017,213
Additions208,905
Translation adjustment(16,961)
Balance, November 30, 2025$4,209,157
Accumulated amortization
Balance, August 31, 2024$956,355
Amortization592,942
Translation adjustment(27,857)
Balance, August 31, 2025$1,521,440
Amortization182,493
Translation adjustment(6,568)
Balance, November 30, 2025$1,697,365
Net carrying value
November 30, 2025$2,511,792
August 31, 2025$2,495,773

6. Share capital

Authorized share capital

The authorized share capital of the Company consists of an unlimited number of common shares with no par value.

#$
Balance, August 31, 2024421,3428,559,856
Issuance of common shares against S319,133232,708
Issuance of common shares against prefunded warrants64,200780,769
Issuance of common share against S1500,000834,000
Issuance of common shares against warrants conversion336,2661,701,398
Share issuance costs-(487,263)
Balance, August 31, 20251,340,94111,621,468
Issuance of common shares against warrants conversion5,00035,370
Balance, November 30, 20251,345,94111,656,838

November 14, 2024 - Issuance under Form S-3 Offering

On November 14, 2024, the Company issued 382,667 common shares (pre-reverse) at $0.60 per share, for total gross proceeds of approximately $232,708.

Following the 1-for-20 reverse stock split implemented in July 2025, this issuance is presented as 19,133 common shares at $12.00 per share.

January – May 2025 - Exercise of Prefunded Warrants

Between January 2025 and May 2025, holders of prefunded warrants exercised 1,284,000 warrants (pre-reverse), resulting in the issuance of 64,200 common shares (post-reverse) for value of $780,769.

May 5, 2025 - Form S-1 Offering

On May 5, 2025, the Company completed a registered public offering under Form S-1, issuing 10,000,000 common shares (pre-reverse) at $0.15 per share (or 500,000 common shares post-reverse) for gross proceeds of approximately $1.5 million.

In connection with this offering, the Company issued 10,000,000 detachable warrants pre reverse split (500,000 detachable warrants after reverse split) each exercisable for one common share at $0.15 per share pre-reverse, or $3.00 per share post-reverse. These warrants were assessed under ASC 480 and ASC 815, Derivatives and Hedging and determined to require liability classification, as certain settlement features are not indexed solely to the Company’s own stock.

The warrant liability was initially recognized at fair value of $659,190 on the issuance date using the Black-Scholes option-pricing model and is remeasured at each reporting date, with changes in fair value recognized in the consolidated statements of operations and comprehensive loss.

Residual proceeds of $834,000 were allocated to common stock within equity, net of issuance costs.

July – November 2025 - Warrant Conversions

During July and August, a total of 336,266 warrants were exercised at an exercise price of $3.00 per share, and on September 2025, another 5,000 warrants were exercised, resulting in the total issuance of 341,266 common shares. Upon exercise, the related portion of the warrant liability was reclassified to equity.

Reverse Stock Split

On July 16, 2025, the Company effected a 20-for-1 reverse stock split of its issued and outstanding common shares (the “Reverse Split”). As a result of the Reverse Split, every twenty (20) common shares issued and outstanding prior to the effective date were automatically combined into one (1) common share. No fractional shares were issued in connection with the Reverse Split; any fractional entitlements were rounded in accordance with the Company’s governing documents.

The Reverse Split did not affect the total shareholders’ equity, the carrying amount of common shares, or the par value of the Company’s common shares.

All share, per-share, warrant, option, and RSU figures presented in these consolidated financial statements and accompanying notes have been retroactively adjusted to reflect the Reverse Split for all periods presented.

Summary of Share Capital

As of November 30, 2025, the Company had 1,345,941 common shares issued and outstanding (August 31, 2025 -1,340,941) andno preferred shares outstanding.

7. Warrants

a)Common Share purchase warrant
#$
Balance, August 31, 202482,6502,955,944
Share-based compensation expense-146,870
Balance, August 31, 202582,6503,102,814
Balance, November 30, 202582,6503,102,814
b)Warrant Liability

The Company issued 1,313 warrants at an exercise price of $80.00 with an expiry date of October 31, 2028 and on May 5, 2025 the Company issued 500,000 warrants at an exercise price of $3.00 with an expiry date of May 05, 2030. As per ASC 815 the instruments did not meet the criteria to be classified as equity instruments as such were classified as a financial liability. Below is the continuity of the warrant liability valuation.

The warrants issued on November 3, 2023 were valued using the Black-Scholes method with the share price of $3.44, exercise price of $80, term of 5 years, risk free rate of 3.49% and volatility of 180% at issuance and share price of $3.44, exercise price of $80, term of 2.92 years, risk free rate of 3.49% and volatility of 180% as at November 30, 2025.

The warrants issued in May 2025, were valued using the Black-Scholes method with the share price of $3.44, exercise price of $3.00 term of 5 years, risk free rate of 3.60% and volatility of 180.33% at issuance and share price of $3.44, exercise price of $3.00, term of 4.43 years, risk free rate of 3.60%, and volatility of 180.33% as at November 30, 2025.

#$
Fair Value of Warrants at August 31, 202451,31341,520
Change in fair value of expiration of warrants relating to conversion debt(50,000)(23,873)
Issuance of warrants against S1500,000659,190
Conversion of warrants into shares(336,266)(674,914)
Change in fair value of warrants liability-632,410
Translation adjustment-(1,580)
Fair Value of Warrants at August 31, 2025165,047632,753
Conversion of warrants into shares(5,000)(20,373)
Change in fair value of warrants liability-(97,430)
Translation adjustment-(2,225)
Fair Value of Warrants at November 30, 2025160,047512,725
November 30, 2025August 31, 2025
Weighted average estimated fair value per common share$3.442.63
Weighted average exercise price of the warrant$3.203.20
Weighted average expected life of the warrant4.274.67

As at November 30, 2025, the warrants had a weighted-average intrinsic value of $0.24 per warrant or total $38,411 (August 31, 2025 – $167,008).

8. Share-based benefits reserve

The Company maintains two equity-based compensation plans, 2021 Stock Option Plan and the 2022 Omnibus Equity Incentive Plan, which are intended to attract, retain, and motivate directors, officers, employees, and consultants by providing share-based compensation aligned with the Company’s long-term performance.

Each stock option granted under the plans entitles the holder to acquire one common share of the Company upon exercise. No amounts are payable by the recipient on receipt of the option. The options carry no dividend or voting rights and may be exercised after vesting and prior to their expiry date. The total number of common shares reserved for issuance under the plans is limited to 10% of the Company’s issued and outstanding common shares at any given time.

During the year ended August 31, 2025, the Company granted 46,437 restricted share units (“RSUs”) and 73,570 stock options pursuant to resolutions of the Board of Directors dated July 16, 2025. These awards were granted in recognition of past performance and contributions and were therefore fully vested upon grant, with no remaining service or vesting conditions. The RSUs were valued at the market price of the Company’s common shares on the grant date, and the stock options were valued using the Black-Scholes option-pricing model. The Company recognized stock-based compensation expense of $235,006 related to these grants during the year ended August 31, 2025.

No additional stock options or RSUs were granted, exercised, forfeited, or cancelled during the three months ended November 30, 2025, andno stock-based compensation expense was recognized during the quarter.

November 30, 2025August 31, 2025
Number of OptionsWeighted Average Exercise PriceNumber of OptionsWeighted Average Exercise Price
#$#$
Balance, beginning of year101,85428.0828,28474.40
Granted during the year--73,5701.30
Balance as at year end101,85428.08101,85428.08
Exercisable as at period end101,85428.08101,85428.08

As of November 30, 2025, all outstanding stock options were fully vested and exercisable. The options have a contractual term often years from the grant date, with the options granted on July 16, 2025 expiring on July 16, 2035. The weighted-average remaining contractual life of options outstanding as of November 30, 2025 was approximately 7.3 years.

9. Right-of-use asset and lease liability

The Company leases all of its office premises in Ontario, Canada under non-cancellable operating lease arrangements accounted for under ASC 842 - Leases.

Ontario Offices

The Company’s head office premises in Ontario comprise approximately 4,894 square feet under a lease that was extended to January 1, 2030. In addition, during fiscal 2024 the Company acquired 8,368 square feet of adjacent space from the same landlord, with the new lease also expiring on January 1, 2030. The combined total area occupied in Ontario is 13,262 square feet.

For purposes of measuring the related lease liability and right-of-use asset under ASC 842, the Company applied an incremental borrowing rate (“IBR”) of 6%, which reflects the Company’s estimated cost of borrowing on a secured basis over a similar term.

British Columbia Office (Lease Surrender)

On May 29, 2023, the Company entered into a lease for 1,454 square feet of office space located atUnit 601 – 2950 Glen Drive, Coquitlam, British Columbia, for afive-year term commencing August 1, 2023 and originally expiring July 31, 2028.

Subsequently, pursuant to a Lease Surrender Agreement with the landlord (RPMG Holdings Ltd.) dated August 21, 2025, the Company agreed to surrender and terminate the lease effective July 31, 2025. Under the terms of the agreement, the Company paid a surrender fee of $24,875 plus GST, and the security deposit was forfeited to the landlord in full settlement of all obligations under the lease.

Lease Surrender Agreement

The surrender resulted in a derecognition (“deletion”) of the associated right-of-use asset and corresponding lease liability in fiscal 2025, with no material gain or loss recognized.

The following schedule shows the movement in the Company’s right-of-use asset:

Right-of-use asset
Balance, August 31, 20241,134,984
Derecognition of asset(139,723)
Translation adjustment(28,716)
Balance, August 31, 2025$966,545
Translation adjustment(4,010)
Balance, November 30, 2025$962,535

The right-of-use asset is being depreciated on a straight-line basis over the remaining lease term.

Accumulated Depreciation
Balance, August 30, 2024$306,310
Depreciation187,048
Derecognition of asset(54,337)
Translation adjustment(2,639)
Balance, August 31, 2025$436,382
Depreciation29,696
Translation adjustment(1,852)
Balance, November 30, 2025$464,226
Carrying Amount
November 30, 2025$498,309
August 31, 2025$530,163

9. Right-of-use asset and lease liability (continued)

The following schedule shows the movement in the Company’s lease liability during the period ended:

November 30, 2025August 31, 2025
Balance, beginning of year$699,959$977,107
Derecognition of lease-(85,151)
Interest expense10,09651,431
Lease payments(43,979)(206,185)
Translation adjustment(2,857)(37,242)
Balance, end of period$663,219$699,959
Current140,288138,859
Non-current522,931561,100
$663,219$699,959

The following table provides a maturity analysis of the Company’s lease liability. The amounts disclosed in the maturity analysis are the contractual undiscounted cash flows before deducting interest or finance charges:

2026140,288
2027175,756
2028186,840
2029194,757
203081,149
Total lease liability$778,790

10. Crypto Assets

As of November 30, 2025, the Company held crypto assets that were measured at fair value and presented within long term assets in the accompanying condensed interim consolidated balance sheets.

During the quarter ended November 30, 2025, the Company acquired 1,002,651 units of crypto assets-Injective. The assets were received upon settlement through a third-party digital asset execution and custody platform, at which point the Company obtained control of the assets and recognized them at cost, which totaled $11,896,002.

As of November 30, 2025, the fair value of the Company’s crypto assets was $5,764,245 based on quoted closing prices in active markets at the reporting date. The fair value measurement utilizes Level 1 inputs under the fair value hierarchy, as defined in ASC 820, Fair Value Measurement.

During the quarter ended November 30, 2025, the Company recognized a fair value loss on crypto assets of $6,140,379 million, which is included in operating expenses in the accompanying condensed interim statements of operations and comprehensive loss.

11. Related party transactions and balances

1.Voltedge Ltd. is an entity associated with the Injective Foundation. During the three months ended November 30, 2025, the Company entered into a secured borrowing arrangement with FalconX Bravo Inc. (the “FalconX Loan”), which included a guarantee provided by Voltedge Ltd. in connection with the financing arrangements as mentioned in note 12.

As of November 30, 2025, the Injective Foundation did not hold any equity ownership interest in the Company, and neither the Injective Foundation nor Voltedge Ltd. had control over, or significant influence on, the Company. However, the FalconX Loan and the related guarantee arrangements were entered into in connection with the Company’s Injective Digital Asset Treasury Initiative, a strategic transaction pursuant to which the Injective Foundation became the Company’s largest shareholder subsequent to the reporting period, following the completion of a private placement on that closed on January 4, 2026.

Information regarding FalconX Loan and related gurantee arrangements, including events occurring subsequent to November 30, 2025, is disclosed in Note 18, Subsequent Events, for further information.

As of November 30, 2025, the outstanding balance under the FalconX Loan totaled $11.98 million, inclusive of accrued interest. Refer to Note 12 for additional information regarding the terms, security, and subsequent repayment of the FalconX Loan.

2.Compensation of key management personnel includes the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer:
November 30, 2025November 30, 2024
$$
Salaries, Wages and benefits123,358176,000

Last period figures also includes payroll of Chief Strategy Officer, who resigned in March 2025.

During theyear ended August 31, 2025, two directors of the Company advanced an aggregate amount of $629,728 to the Company to support itsworking capital requirements. The advances areunsecured, bear interest at a rate of 12% per annum, and arerepayable on demand.

As of November 30, 2025, the outstanding principal balance of the advances totaled$629,728, excluding accrued interest. Interest expense related to these advances is recognized ininterest expense and bank charges in the condensed interim consolidated statements of operations and comprehensive loss - unaudited as interest expense and bank charges in condensed interim consolidated statements of operations and comprehensive loss.

The terms of the advances were determined by management to becomparable to those available from third-party lenders under similar circumstances.

12. Loan payable

During the three months ended November 30, 2025, the Company entered into a secured borrowing arrangement with FalconX Bravo Inc. (“FalconX”), pursuant to which the Company borrowed an aggregate principal amount of $11,896,002 (the “FalconX Loan”). Subsequent to the initial borrowing, additional interest accrued on the FalconX Loan, and as of November 30, 2025, the outstanding balance totaled $11,983,087, inclusive of accrued interest.

The FalconX Loan bears interest at a stated rate of 11.5% per annum, calculated on the outstanding principal balance.

Interest expense is recognized in accordance with ASC 835, Interest. For the quarter ended November 30, 2025, the Company recognized interest expense of $236,884, of which$87,084.95 was paid during the period. The remaining $149,799.28 was accrued and is included in accounts payable and accrued liabilities as of November 30, 2025.

Security and Guarantees

As of November 30, 2025, the Company had an outstanding principal balance of $11,983,087 under the FalconX loan facility. The Company’s obligations under the FalconX loan are secured through a collateral and guarantee structure involving Voltedge Ltd.

Pursuant to the applicable financing arrangements, Voltedge Ltd. has provided a guarantee in respect of the Company’s obligations under the FalconX loan. The guarantee is supported by pledges of specified digital assets, consisting of Injective protocol tokens, which serve as collateral for the loan.

The collateral is subject to ongoing collateral maintenance and margin requirements based on its fair value. Under the terms of the financing agreements, Voltedge Ltd. is contractually required to provide additional collateral or margin support in the event that the fair value of the pledged Injective tokens declines below the required maintenance threshold specified in the loan agreements. Margin support may be satisfied through the contribution of additional Injective tokens or other acceptable collateral, as defined in the financing arrangements.

The guarantee and collateral arrangements do not result in the transfer of ownership or control of the Company’s digital assets to Voltedge Ltd., except for customary lender rights that may arise upon the occurrence of an event of default, including the right to enforce security interests in accordance with the terms of the loan and collateral agreements.

Refer to Note 10 - Crypto Assets for further information regarding the Company’s digital asset holdings and valuation.

Relationship Disclosure

Voltedge Ltd. is not a subsidiary, parent, or affiliate of the Company and is an independent entity associated with the Injective Foundation. As of November 30, 2025, the Company did not hold any equity ownership interest in, nor exercise control or significant influence over, Voltedge Ltd. or the Injective Foundation. Similarly, as of that date, neither Voltedge Ltd. nor the Injective Foundation held any equity ownership interest in, or exercised control or significant influence over, the Company.

During the three months ended November 30, 2025, the Company entered into a secured borrowing arrangement with FalconX Bravo Inc., which included a guarantee provided by Voltedge Ltd. The guarantee was provided in connection with the Company’s Injective Digital Asset Treasury Initiative, a strategic transaction that was completed subsequent to the reporting period.

Subsequent to November 30, 2025, the Injective Foundation, through a private placement transaction that closed on January 4, 2026, became the Company’s largest shareholder. Although the Injective Foundation was not a shareholder of the Company as of November 30, 2025.

Repayment and Subsequent Events

The FalconX Loan contains customary events of default and collateral protection provisions. The Company intended to repay the FalconX Loan from the proceeds of the $100 million financing transaction, that closed on January 4, 2025. Subsequent to November 30, 2025, the Company and FalconX agreed to extend the repayment period by one month.

Classification

As of November 30, 2025, the FalconX loan was contractually repayable upon the closing of the Company’s $100 million equity financing transaction. Because the repayment obligation was triggered by an event expected to occur within twelve months of the balance-sheet date, and the loan did not contain a contractual maturity date extending beyond twelve months as of November 30, 2025, the FalconX loan is classified as a current liability in the accompanying condensed consolidated balance sheets in accordance with ASC 470, Debt.

Subsequent to November 30, 2025 the Company and FalconX agreed to extend the repayment period by one additional month. This extension was agreed after the balance-sheet date and is considered a subsequent event that does not affect the classification of the FalconX loan as of November 30, 2025.

13. Deferred government grant

Government grants are recognized when there is reasonable assurance that the grants will be received and the Company will comply with the conditions. The grants is deferred and recognized as a liability and is recognized in the condensed interim consolidated financial statements of operations and comprehensive loss - unaudited over the useful life of the intangible asset.

As of November 30, 2025, the Company had a deferred government incentive balance of $286,757, representing the unamortized portion of Scientific Research and Experimental Development (SR&ED proceeds received in prior periods that were associated with capitalized internally generated software. Although the Company is no longer eligible for the SR&ED program, this balance continues to be recognized in income over the remaining useful life of the related intangible assets in accordance with the Company’s accounting policy.

The Company previously qualified for the Government of Canada Scientific Research and Experimental Development (“SR&ED”) program, which provides refundable tax incentives for eligible research and development activities performed in Canada.

The Company’s eligibility under the SR&ED program ceased on November 3, 2023. All SR&ED claims and related receivables were fully recognized in prior fiscal years, andno additional accruals, recoveries, or claims were recorded during the three months period ended November 30, 2025.

As disclosed in prior years, a portion of the SR&ED proceeds received related to expenditures that had been capitalized as internally generated software. Accordingly, the related government incentive continues to be recognized as deferred income and is amortized to income over the useful life of the associated intangible assets in accordance with the Company’s accounting policy.

The Company does not expect any further SR&ED recoveries in future periods.

14. Commitments and contingencies

In the ordinary course of operating, the Company may from time to time be subject to various claims or possible claims. Management believes that there are no claims or possible claims that if resolved would either individually or collectively result in a material adverse impact on the Company’s financial position, results of operations, or cash flows. These matters are inherently uncertain, and management’s view of these matters may change in the future.

See note 9 related to lease commitments.

15. Revenue

Three months period ended
November 30, 2025November 30, 2024
$$
Gross billing4,084,7094,405,908
Commission expense3,721,2463,991,626
Revenue363,463414,282
Subscription revenue207,746182,180
Insurance23,618-
Sponsorship revenue68,77191,264
Underwriting revenue27,47327,343
Other revenue30,65651,005
Total revenue721,727766,074

The Company generates revenue primarily from mortgage brokerage activities, subscription fees, underwriting services, and ancillary technology-enabled services. Revenue is disaggregated by geographic region based on the location of the customer.

For the three months period ended November 30, 2025 and 2024, all revenue was earned in Canada, as the Company operates exclusively within the Canadian mortgage market and has no foreign revenue-generating operations.

16. Loan from directors

Company entered into unsecured loan agreements with its directors and shareholders, for total proceeds of $629,728 loans bear interest at 12 percent per annum, are non-compounding, and are repayable after filling of S1 registration statement filling in December 2025. The loans are unsecured and may be repaid at any time without penalty.

As of November 30, 2025, the outstanding principal and accrued interest are included in loans payable within current liabilities. Management believes the terms of these loans are consistent with those available in arm’s-length commercial transactions. The loan along with accrued interest was paid in full in January 2026.

17. Risk management arising from financial instruments

a)Credit risk

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The Company’s primary exposure to credit risk arises from cash balances held with financial institutions and trade receivables, which consist almost entirely of subscription fees billed to mortgage agents and brokerages.

The Company manages this risk by holding cash only with major Canadian financial institutions and by monitoring the creditworthiness, payment history, and aging profile of all subscription receivables. Trade receivables are short-term in nature and generally collected within 30 to 60 days. The Company considers receivables past due when they exceed 60 days outstanding, and impaired when they exceed 90 days with no reasonable expectation of recovery.

In accordance with ASC 326 – Current Expected Credit Losses (“CECL”), the Company applies a lifetime expected credit loss model to trade receivables. Expected credit losses are estimated using a combination of historical loss rates, aging analysis, forward-looking information, and specific identification of high-risk accounts. Given the Company’s business model and the nature of subscription-based fees, historical credit losses have been limited; however, the Company recognized a material ECL provision and related write-offs during fiscal 2025, reflecting an increase in past-due accounts and a more conservative application of the CECL model.

Accounts Receivable Aging

As of each reporting date, the Company monitors the aging of trade receivables as follows:

●Current (0–60 days)
●Past Due (61–90 days)
●Impaired (>90 days)

November 30, 2025

0-30 days30-60 days60-90 days90 plus daysTotal
Receivables $49,74123,23318,19359,719150,886
Less: Expected credit loss---(7,154)(7,154)
Total49,74123,23318,19352,565143,732

August 31, 2025

0-30 days30-60 days60-90 days90 plus daysTotal
Receivables $31,4007,27035,50364,163138,336
Other receivables2,411---2,411
Less: Expected credit loss---(48,524)(48,524)
Total33,8117,27035,50315,63992,223

The maximum exposure to credit risk as of August 31, 2025 is the carrying amount of cash and trade receivables on the consolidated balance sheet. Despite the increase in ECL during the year, management believes overall credit risk remains moderate and manageable, given the Company’s diversified customer base and the short-term nature of its receivables.

The following table provides expected credit loss during the year:

Year ended
November 30, 2025August 31, 2025
$$
Opening balance48,524-
Increased during the year7,15448,524
Closing balance at year end55,67848,524
b)Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates. The Company does not have any variable interest-bearing debt.

c)Liquidity risk

Liquidity risk is the risk that the Company may be unable to meet its financial obligations as they become due. The Company manages this risk by monitoring actual and forecasted cash flows on an ongoing basis and assessing available sources of financing, as further described in the Going Concern discussion in Note 1.

As at November 30, 2025, the Company’s contractual payment obligations are as follows:

Fiscal Year20262027202820292030
$$$$$
Lease payments140,288175,756186,840194,84081,149
Accounts payable2,001,934----
Loan from directors629,728----
Loan payable11,983,087----
Warrant liability512,725----
Total15,267,762175,756186,840194,84081,149

Management believes that these obligations can be met through existing working-capital resources, expected operating cash flows, and planned financing initiatives.

17. Risk management arising from financial instruments (Continued)

d)Management of capital

The Company’s objective of managing capital, comprising of shareholders’ equity, is to ensure its continued ability to operate as a going concern. The Company manages its capital structure and makes changes to it based on economic conditions.

Management and the Board of Directors review the Company’s capital management approach on an ongoing basis and believe this approach, given the relative size of the Company, is reasonable. The Company is not subject to externally imposed capital requirements. The Company’s capital management objectives, policies and processes have remained unchanged during the three months ended November 30, 2025.

e)Foreign currency risk

The Company’s operations and revenues are primarily denominated in Canadian dollars (“CAD”), which is also the functional currency of all of its subsidiaries. Accordingly, day-to-day operating exposure to foreign currencies is limited. However, the Company does incur foreign currency risk from certain USD-denominated transactions, including balances held in USD bank accounts and select vendor payments made in USD. These items can give rise to realized and unrealized foreign exchange gains or losses, which are recorded in the consolidated interim consolidated statements of operations.

In addition, the Company is required to translate its CAD-denominated financial statements into U.S. dollars (“USD”) for SEC reporting. This translation process may result in period-to-period fluctuations in reported assets, liabilities, revenues, and expenses due to changes in the CAD-USD exchange rate. These translation adjustments do not affect the Company’s underlying cash flows or economic performance.

Given the Company’s limited operating exposure to foreign currencies, management does not currently utilize foreign exchange derivatives to manage this risk.

18. Subsequent events

****Subsequent to November 30, 2025, the Company completed certain material transactions. Management has evaluated these events in accordance with ASC 855, Subsequent Events, and determined that they represent non-recognized subsequent events that require disclosure but do not require adjustment to the accompanying condensed interim consolidated financial statements as of and for the period ended November 30, 2025.

Equity Financing

On January 4, 2026, the Company completed the closing of its previously announced $100 million equity financing in connection with the Injective Digital Asset Treasury Initiative. Upon satisfaction of the escrow release conditions, the Company received approximately $19.0 million in cash.

Debt Repayment and Modification

In connection with the equity financing, the Company repaid the FalconX loan subsequent to the balance-sheet date. In addition, the Company and FalconX agreed to a one-month extension of the repayment period prior to settlement. Refer to Note 12 for additional information regarding the FalconX loan.

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